Deemed Cash definition

Deemed Cash shall have the meaning provided in Section 10.4(b).
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Deemed Cash means, with respect to any Excluded Asset Sale, collectively, (1) liabilities described in Section 4.11(a)(2)(B)(i) and (2) securities described in Section 4.11(a)(2)(B)(ii).
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Deemed Cash means, in connection with any Disposition: (a) the assumption by the transferee of Indebtedness (other than subordinated Indebtedness or preferred stock) of the Parent Borrower or of any Restricted Subsidiary (in which case, the Parent Borrower or such Restricted Subsidiary will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (b)(ii) of the definition of “Net Proceeds”), provided, that, the amount of assumed Indebtedness that is deemed to be cash for purposes of Section 6.6(d) shall not exceed $200,000,000 in the aggregate from and after the Effective Date; (b) securities, notes or other obligations received by the Parent Borrower or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within ninety (90) calendar days of receipt thereof by the Parent Borrower or such Restricted Subsidiary into cash (to the extent of the cash received in such conversion, sale or exchange); and (c) in the case of such Disposition, promissory notes received by the Parent Borrower or any Restricted Subsidiary from the transferee having an aggregate principal amount not to exceed $20,000,000.
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Examples of Deemed Cash in a sentence

  • An environmental management plan (EMP) has been prepared which describes the responsibilities, procedures, and specific environmental mitigation measures to be applied.

  • Specifically, on June 20, 2013, a deemed cash distribution by the DOF (and deemed contribution to the CDC Liquidation Trust) was made in the amount of $1.095683 per Beneficial Interest unit (the “2013 Deemed Cash Distribution”).

  • Accordingly, the Liquidation Trustee on behalf of the DOF instructed Computershare to issue to holders of Beneficial Interests a Form 1099‐B from the DOF reflecting the 2014 Deemed Cash Distribution in 2014.

  • Treatment of Deemed Cash Contributions Under Section 752(a) Section 752(a) provides that an increase in a partner’s share of partnership liabilities, or an increase in a partner’s individual liabilities by reason of the partner’s assumption of partnership liabilities, shall be treated as a contribution of money by the partner to the partnership.

  • Additionally, on June 20, 2013, a deemed non‐cash distribution by the DOF (and a deemed contribution to the CDC Liquidation Trust) was made in the amount of $0.482640 per Beneficial Interest unit (the “2013 Deemed Non‐Cash Distribution”)(the 2013 Deemed Cash Distribution and the 2103 Deemed Non‐Cash Distribution are collectively referred to herein as the “2013 Deemed Distributions”).2 The 2013 Deemed Distributions from the DOF were reportable tax events in 2013.

  • Treatment of Deemed Cash Contributions under Section 752(a) Section 752(a) provides that an in- crease in a partner’s share of partnership liabilities, or an increase in a partner’s in- dividual liabilities by reason of the part- ner’s assumption of partnership liabilities, shall be treated as a contribution of money by the partner to the partnership.

  • The Election of the Share Consideration will be subject to the Deemed Cash Election (as defined in paragraph 4.4 below) and Deemed InvestCo A Share Election (as defined in paragraph 4.5 below).

  • In the event that the Scheme becomes operative, each Scheme Participant will be entitled to elect to receive either the Cash Consideration or the Share Consideration (subject to the Deemed Cash Election), in respect of each Offer Share held by it.

  • Additionally, on June 20, 2013, a deemed non‐cash distribution by the DOF (and a deemed contribution to the CDC Liquidation Trust) was made in the amount of $0.482640 per Beneficial Interest unit (the “2013 Deemed Non‐Cash Distribution”)(the 2013 Deemed Cash Distribution and the 2013 Deemed Non ‐Cash Distribution are collectively referred to herein as the “2013 Deemed Distributions”).2 The 2013 Deemed Distributions from the DOF were reportable tax events in 2013.

  • In the event that the Offer is implemented and all Eligible Shareholders make the Share Consideration Election (subject to the Deemed Cash Election), the maximum aggregate number of Bidco Linked Shares to be issued to Offer Participants is 228 436 023 (two hundred and twenty eight million four hundred and thirty six thousand and twenty three) Bidco Linked Shares.

Related to Deemed Cash

  • Uninvested Cash cash available and uninvested by a Trust that may result from a variety of sources, including dividends or interest received on portfolio securities, unsettled securities transactions, strategic reserves, matured investments, proceeds from liquidation of investment securities, dividend payments, or new investor capital.

  • Qualified Cash means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Borrower and its Subsidiaries that is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such Deposit Account or Securities Account is the subject of a Control Agreement and is maintained by a branch office of the bank or securities intermediary located within the United States.

  • Adjusted Cash Flow for any fiscal year shall mean Consolidated Net Income of the Borrower for such fiscal year (after provision for taxes) plus the amount of all net non-cash charges (including, without limitation, depreciation, deferred tax expense, non-cash interest expense, amortization and other non-cash charges) that were deducted in arriving at such Consolidated Net Income for such fiscal year, minus the amount of all non-cash gains and gains from sales of assets (other than sales of inventory and equipment in the normal course of business) that were added in arriving at such Consolidated Net Income for such fiscal year.

  • Estimated Cash has the meaning set forth in Section 2.4(a).

  • Consolidated Cash Balance means, at any time, the aggregate amount of cash, cash equivalents, marketable securities, treasury bonds and bills, certificates of deposit, investments in money market funds and commercial paper, in each case, held or owned by (whether directly or indirectly), credited to the account of, or otherwise reflected as an asset on the balance sheet of, the Parent MLP and its Consolidated Subsidiaries.

  • Net Cash means the cash proceeds (net of cash taxes paid and reasonable and customary costs paid to unrelated and unaffiliated third parties in connection with a particular transaction) arising from any Excess Cash Event.

  • Unrestricted Cash means cash or cash equivalents of the Borrower or any of its Subsidiaries that would not appear as “restricted” on a consolidated balance sheet of the Borrower or any of its Subsidiaries.

  • Unrestricted Cash Amount means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.

  • Restricted Cash means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to the Covenant Parties, except for such restrictions that are contained in agreements governing Indebtedness permitted under this Indenture and that is secured by such cash or Cash Equivalents.

  • Unrestricted Cash and Cash Equivalents means, as of any date of determination, the sum of the aggregate amount of Cash and Cash Equivalents (valued at fair market value) which is Unrestricted. As used in this definition, “Unrestricted” means the specified asset is not subject to any escrow, cash trap, reserves, Liens (other Liens permitted under Section 10.5) or claims of any kind in favor of any Person.

  • Consolidated Cash Flow means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

  • Consolidated Cash Taxes means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the aggregate of all taxes, as determined in accordance with GAAP, to the extent the same are paid in cash during such period.

  • Consolidated Cash Flow Available for Fixed Charges means, with respect to any Person for any period:

  • Annualized Operating Cash Flow means, for any fiscal quarter, the Operating Cash Flow for such fiscal quarter multiplied by four.

  • Average Actual Deferral Percentage means the average (expressed as a percentage) of the Actual Deferral Percentages of the Eligible Participants in a group.

  • Adjusted Operating Cash Flow means the net cash provided by operating activities of the Company as reported in the Company’s consolidated statements of cash flows included in its Annual Report on Form 10-K, adjusted to eliminate the effect on operating cash flows of net customer financing cash flows, as reported in the Company’s consolidated statements of cash flows included in its Annual Report on Form 10-K.

  • Company Cash means all cash and cash equivalents of the Company (including marketable securities and short-term investments), in each case determined in accordance with GAAP.

  • Excess Availability means, as of any date of determination, the amount equal to Availability minus the aggregate amount, if any, of all trade payables of Borrower and its Subsidiaries aged in excess of historical levels with respect thereto and all book overdrafts of Borrower and its Subsidiaries in excess of historical practices with respect thereto, in each case as determined by Agent in its Permitted Discretion.

  • Average Excess Availability means, with respect to any period, the sum of the aggregate amount of Excess Availability for each Business Day in such period (calculated as of the end of each respective Business Day) divided by the number of Business Days in such period.

  • total earnings means all of the dentist's gross earnings from the practice of dentistry by him in person, and "NHS earnings" means the dentist's gross earnings from the provision by him in person of general dental services under the National Health Service (Scotland) Act 1978, as amended, including where the dentist's name is included in sub-part A of the first part, or Part A prior to 2 July 2010, of two or more dental lists in Scotland, but neither his total earnings nor his NHS earnings shall be taken to include any remuneration by way of salary;

  • Deferred Revenue is all amounts received or invoiced in advance of performance under contracts and not yet recognized as revenue.

  • Net earnings available for fixed charges means net income after deducting operating and maintenance expenses, taxes other than federal and state income taxes, depreciation, and depletion, but excluding extraordinary expenses appearing in the regular financial statements of the system.

  • Quarterly Excess Available Funds Percentage means, with respect to the July 2008 Transfer Date and each Transfer Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Available Funds Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three.

  • Consolidated Income Available for Debt Service for any period means Earnings from Operations of the Company and its Subsidiaries plus amounts which have been deducted, and minus amounts which have been added, for the following (without duplication): (i) interest on Debt of the Company and its Subsidiaries, (ii) provision for taxes of the Company and its Subsidiaries based on income, (iii) amortization of debt discount and deferred financing costs, (iv) provisions for gains and losses on properties and property depreciation and amortization, (v) the effect of any noncash charge resulting from a change in accounting principles in determining Earnings from Operations for such period and (vi) amortization of deferred charges.

  • Excluded Cash means, as of the date of any determination, (a) any cash to be used to pay obligations of the Credit Parties then due and owing to unaffiliated third parties and for which the Credit Parties have issued checks or have initiated wires or ACH transfers, or will have issued checks or will have initiated wires or ACH transfers within five (5) Business Days of such date, in order to pay such obligations, (b) cash held in (i) accounts designated and used solely for payroll or employee benefits, (ii) cash collateral accounts with respect to Letters of Credit, (iii) trust accounts held and used exclusively for the payment of taxes of the Credit Parties, and (iv) suspense or trust accounts held and used exclusively for royalty and working interest payments owing to third parties, (c) any cash or cash equivalents constituting purchase price deposits held in escrow by or from an unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits, and (d) any net cash proceeds from an issuance of Equity Interests (other than Disqualified Capital Stock) of the Borrower or from a Borrowing to be used to pay obligations of the Credit Parties pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party that, if requested by the Administrative Agent, are segregated from other funds of the Credit Parties in a manner reasonably acceptable to the Administrative Agent; provided that (x) to the extent such cash is proceeds from an issuance of Equity Interests (other than Disqualified Capital Stock) of the Borrower, (1) the Borrower shall notify the Administrative Agent, substantially contemporaneously with the receipt of such cash proceeds, of the intended use of such cash proceeds and that such cash proceeds will constitute Excluded Cash (subject to the following clause (2)) and (2) such cash proceeds shall only constitute Excluded Cash from the date of such issuance through and including the 90th day after such issuance and (y) to the extent such cash is proceeds from a Borrowing, (1) the Borrower shall notify the Administrative Agent, substantially contemporaneously with the Borrowing, of the intended use of such cash proceeds and that such cash proceeds will constitute Excluded Cash (subject to the following clause (2)) and (2) such cash proceeds shall only constitute Excluded Cash from the date of such Borrowing through and including the 5th Business Day after such Borrowing.

  • Cash on Hand means, as of any date, all xxxxx cash, vault cash, teller cash, ATM cash, prepaid postage and cash equivalents held at a Branch.